EQUITY LINE OF CREDIT AGREEMENT



         AGREEMENT dated as of the 24th day of June 2003 (the "Agreement")

between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the

"Investor"), and EPHONE TELECOM INC., a corporation organized and existing under

the laws of the State of Florida (the "Company").



         WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Company shall issue and sell to the Investor,

from time to time as provided herein, and the Investor shall purchase from the

Company up to Three Million Dollars ($3,000,000) of the Company's common stock,

par value $0.001 per share (the "Common Stock"); and



         WHEREAS, such investments will be made in reliance upon the provisions

of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and

the regulations promulgated thereunder (the "Securities Act"), and or upon such

other exemption from the registration requirements of the Securities Act as may

be available with respect to any or all of the investments to be made hereunder.



         WHEREAS, the Company has engaged TN Capital Equities, Ltd., to act as

the Company's exclusive placement agent in connection with the sale of the

Company's Common Stock to the Investor hereunder pursuant to the Placement Agent

Agreement dated the date hereof by and among the Company, the Placement Agent

and the Investor (the "Placement Agent Agreement").



         NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE I.



                               Certain Definitions



         Section 1.1. "Advance" shall mean the portion of the Commitment Amount

requested by the Company in the Advance Notice.



         Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP

Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez

LLP, as the Investor's Counsel, is in possession of free trading shares from the

Company and therefore an Advance by the Investor to the Company can be made and

Butler Gonzalez LLP can release the free trading shares to the Investor. No

Advance Date shall be less than six (6) Trading Days after an Advance Notice

Date.



         Section 1.3. "Advance Notice" shall mean a written notice to the

Investor setting forth the Advance amount that the Company requests from the

Investor and the Advance Date.



         Section 1.4. "Advance Notice Date" shall mean each date the Company

delivers to the Investor an Advance Notice requiring the Investor to advance

funds to the Company, subject to the terms of this Agreement. No Advance Notice

Date shall be less than seven (7) Trading Days after the prior Advance Notice

Date.



         Section 1.5. "Bid Price" shall mean, on any date, the closing bid price

(as reported by Bloomberg L.P.) of the Common Stock on the Principal Market or

if the Common Stock is not traded on a Principal Market, the highest reported

bid price for the Common Stock, as furnished by the National Association of

Securities Dealers, Inc.



         Section 1.6. "Closing" shall mean one of the closings of a purchase and

sale of Common Stock pursuant to Section 2.3.



         Section 1.7. "Commitment Amount" shall mean the aggregate amount of up

to Three Million Dollars ($3,000,000) which the Investor has agreed to provide

to the Company in order to purchase the Company's Common Stock pursuant to the

terms and conditions of this Agreement.



         Section 1.8. "Commitment Period" shall mean the period commencing on

the earlier to occur of (i) the Effective Date, or (ii) such earlier date as the

Company and the Investor may mutually agree in writing, and expiring on the

earliest to occur of (x) the date on which the Investor shall have made payment

of Advances pursuant to this Agreement in the aggregate amount of Three Million

Dollars ($3,000,000), (y) the date this Agreement is terminated pursuant to

Section 2.5, or (z) the date occurring twenty-four (24) months after the

Effective Date.



         Section 1.9. "Common Stock" shall mean the Company's common stock, par

value $0.001 per share.



         Section 1.10. "Condition Satisfaction Date" shall have the meaning set

forth in Section 7.2.



         Section 1.11. "Damages" shall mean any loss, claim, damage, liability,

costs and expenses (including, without limitation, reasonable attorney's fees

and disbursements and costs and expenses of expert witnesses and investigation).



         Section 1.12. "Effective Date" shall mean the date on which the SEC

first declares effective a Registration Statement registering the resale of the

Registrable Securities as set forth in Section 7.2(a).



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         Section 1.13. "Escrow Agreement" shall mean the escrow agreement among

the Company, the Investor and Butler Gonzalez LLP dated the date hereof.



         Section 1.14. "Exchange Act" shall mean the Securities Exchange Act of

1934, as amended, and the rules and regulations promulgated thereunder.



         Section 1.15. "Material Adverse Effect" shall mean any condition,

circumstance, or situation that would prohibit or otherwise materially interfere

with the ability of the Company to enter into and perform any of its obligations

under this Agreement or the Registration Rights Agreement in any material

respect.



         Section 1.16. "Market Price" shall mean the lowest daily VWAP of the

Common Stock during the Pricing Period.



         Section 1.17.     "Maximum  Advance  Amount" shall be Eighty Five

Thousand  Dollars  ($85,000) per Advance Notice.



         Section 1.18.     "NASD" shall mean the National Association of

Securities Dealers, Inc.



         Section 1.19. "Person" shall mean an individual, a corporation, a

partnership, an association, a trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.



         Section 1.20.     "Placement Agent" shall mean TN Capital Equities,

Ltd., a registered broker-dealer.



         Section 1.21.     "Pricing  Period"  shall mean the five (5)

consecutive  Trading  Days after the Advance Notice Date.



         Section 1.22. "Principal Market" shall mean the Nasdaq National Market,

the Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board

or the New York Stock Exchange, whichever is at the time the principal trading

exchange or market for the Common Stock.



         Section 1.23.     "Purchase  Price" shall be set at ninety eight

percent (98%) of the Market Price during the Pricing Period.



         Section 1.24. "Registrable Securities" shall mean the shares of Common

Stock to be issued hereunder (i) in respect of which the Registration Statement

has not been declared effective by the SEC, (ii) which have not been sold under

circumstances meeting all of the applicable conditions of Rule 144 (or any

similar provision then in force) under the Securities Act ("Rule 144") or (iii)

which have not been otherwise transferred to a holder who may trade such shares

without restriction under the Securities Act, and the Company has delivered a

new certificate or other evidence of ownership for such securities not bearing a

restrictive legend.



         Section 1.25. "Registration Rights Agreement" shall mean the

Registration Rights Agreement dated the date hereof, regarding the filing of the

Registration Statement for the resale of the Registrable Securities, entered

into between the Company and the Investor.



         Section 1.26. "Registration Statement" shall mean a registration

statement on Form S-1 or SB-2 (if use of such form is then available to the

Company pursuant to the rules of the SEC and, if not, on such other form

promulgated by the SEC for which the Company then qualifies and which counsel

for the Company shall deem appropriate, and which form shall be available for

the resale of the Registrable Securities to be registered thereunder in

accordance with the provisions of this Agreement and the Registration Rights

Agreement, and in accordance with the intended method of distribution of such

securities), for the registration of the resale by the Investor of the

Registrable Securities under the Securities Act.



         Section 1.27. "Regulation D" shall have the meaning set forth in the

recitals of this Agreement.



         Section 1.28.     "SEC" shall mean the Securities and Exchange

Commission.



         Section 1.29. "Securities Act" shall have the meaning set forth in the

recitals of this Agreement.



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{PAGE}



         Section 1.30. "SEC Documents" shall mean Annual Reports on Form 10-KSB,

Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K and Proxy

Statements of the Company as supplemented to the date hereof, filed by the

Company for a period of at least twelve (12) months immediately preceding the

date hereof or the Advance Date, as the case may be, until such time as the

Company no longer has an obligation to maintain the effectiveness of a

Registration Statement as set forth in the Registration Rights Agreement.



         Section 1.31. "Trading Day" shall mean any day during which the New

York Stock Exchange shall be open for business.



         Section 1.32. "VWAP" shall mean the volume weighted average price of

the Company's Common Stock as quoted by Bloomberg, L.P



                                   ARTICLE II.



                                    Advances



         Section 2.1.      Investments.



                  (a) Advances. Upon the terms and conditions set forth herein

(including, without limitation, the provisions of Article VII hereof), on any

Advance Notice Date the Company may request an Advance by the Investor by the

delivery of an Advance Notice. The number of shares of Common Stock that the

Investor shall receive for each Advance shall be determined by dividing the

amount of the Advance by the Purchase Price. No fractional shares shall be

issued. Fractional shares shall be rounded to the next higher whole number of

shares. The aggregate maximum amount of all Advances that the Investor shall be

obligated to make under this Agreement shall not exceed the Commitment Amount.



         Section 2.2.      Mechanics.



                  (a) Advance Notice. At any time during the Commitment Period,

the Company may deliver an Advance Notice to the Investor, subject to the

conditions set forth in Section 7.2; provided, however, the amount for each

Advance as designated by the Company in the applicable Advance Notice, shall not

be more than the Maximum Advance Amount. The aggregate amount of the Advances

pursuant to this Agreement shall not exceed the Commitment Amount. The Company

acknowledges that the Investor may sell shares of the Company's Common Stock

corresponding with a particular Advance Notice on the day the Advance Notice is

received by the Investor. There will be a minimum of seven (7) Trading Days

between each Advance Notice Date.



                  (b) Date of Delivery of Advance Notice. An Advance Notice

shall be deemed delivered on (i) the Trading Day it is received by facsimile or

otherwise by the Investor if such notice is received prior to 12:00 noon Eastern

Time, or (ii) the immediately succeeding Trading Day if it is received by

facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day or at any

time on a day which is not a Trading Day. No Advance Notice may be deemed

delivered, on a day that is not a Trading Day.

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